8 July 2019

New Dutch scheme: the Act on Court Confirmation of Extrajudicial Restructuring Plans

The bill of 5 July provides for court confirmation of an extrajudicial restructuring plan, making it binding on all creditors and shareholders affected. It offers great flexibility by allowing for public and non-public variations of the restructuring proceedings, depending on the debtor’s COMI. It provides for cross-class cram-down, the restructuring of group company obligations through either one or more aligned proceedings, and the termination of onerous contracts with deactivation of ipso facto. Supporting court measures and a short timeframe allow for deal certainty and a swift restructuring process. The bill is inspired by international restructuring practices, in particular the UK Scheme of Arrangement and US Chapter 11 proceedings. Once it enters into force, the key elements of this new legal framework have the potential to add the Netherlands as a major restructuring hub to UK, US and Singapore jurisdictions.

These pages provide insights into the new legislation, materials from a seminar that De Brauw held and additional De Brauw coverage and materials.

The current bill is the newest milestone in an extensive legislative history. A first draft introducing extrajudicial, universally binding restructuring plans to the Netherlands went into public consultation on 14 August 2014. The proposal drawn up in 2013 by our partners Ruud Hermans and Reinout Vriesendorp heavily influenced this draft. The consultation feedback on the first draft led to a revised proposal. This was published for consultation on 5 September 2017. The response to the consultation resulted in the current bill, that was published on 5 July 2019.

Downloads

  • Click here for the Booklet explaining the bill
  • Click here for our Legal Alert on the key features of the bill
  • Click here to download the bill (Dutch)
  • Click here to download the explanatory memorandum (Dutch)
  • Click here to download the bill (unofficial English translation)
  • Click here to download the explanatory memorandum (unofficial English translation) – will follow shortly

Second draft bill

  • Click here for our Legal Alert on the second draft bill
  • Click here to download the second draft bill (Dutch)
  • Click here to download the second draft explanatory memorandum (Dutch)
  • Click here to download the second draft bill (unofficial English translation)
  • Click here to download the second draft explanatory memorandum (unofficial English translation)

First draft bill

  • Click here to download the first draft bill (Dutch)
  • Click here to download the first draft explanatory memorandum (Dutch)

Publications

  • Click here for De Brauw publications on CERP
  • Click here for other publications on CERP

More information

For more information, please contact Reinout Vriesendorp or Ferdinand Hengst.

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